[logo] Beneficial Bancorp, Inc.

Subscription & Community Offering Stock Order Form

    Beneficial Bancorp, Inc.    

Stock Information Center

Street

City, State Zip Code

(___) ___-____

Expiration Date

for Stock Order Forms:

Day, Month __, 2014

4:00 p.m., Eastern Time

(received not postmarked)

Subscription

Price

X 10.00 =

è

$ è

Maximum number of shares: 150,000 shares ($1.5 million)

Maximum number of shares for associates or group: 250,000 shares ($2.5 million)

See Instructions.

(3) Employee/Officer/Trustee Information

¨ Check here if you are an employee, officer or trustee of Beneficial Bank or a member of such person’s immediate family living in the same household.

(4) Method of Payment by Check

Enclosed is a check, bank draft or money order payable to Beneficial Bancorp, Inc. in the amount
indicated here.

Total

Check

  Amount  

(6) Purchaser Information

Subscription Offering

¨ a. Check here if you are an Eligible Account Holder with a deposit account(s) at Beneficial Bank totaling $50.00 or more on June 30, 2013.

¨ b. Check here if you are a Supplemental Eligible Account Holder with a deposit account(s) at Beneficial Bank totaling $50.00 or more on September 30, 2014 but are not an Eligible Account Holder.

¨ c. Check here if you are an Other Depositor with a deposit account(s) at Beneficial Bank on              , 2014 but are not an Eligible Account Holder or Supplemental Eligible Account Holder.

Community Offering

¨ d. Check here if you are a community member (Indicate county of residence in #9 below).

¨ e. Check here if you were a stockholder of Beneficial Mutual Bancorp, Inc. on              , 2014.

Account Information

List below all accounts in which you had an ownership interest as of the applicable eligibility date as indicated in a, b or c above. Failure to list all your eligible accounts, or providing incorrect information, may result in the loss of part or all of your subscription rights. Use reverse side for additional space.

¨ Uniform Transfers to Minors Act

      (Indicate SS# of Minor only)

¨ Company/Corporation/

      Partnership

¨ IRA or other qualified plan

(Both Tax ID# & SS# for IRAs)

Name

continued

Mail to–

Street

(9) Telephone

Daytime/Evening

County of

Residence

(10) Associates/Acting in Concert

¨  Check here and complete the reverse side of this form if you or any associates or persons acting in concert with you have submitted other orders for shares and/or are current owners of existing shares of Beneficial Mutual Bancorp, Inc.

Federal regulations prohibit any person from transferring, or entering into any agreement, directly or indirectly, to transfer the legal or beneficial ownership of subscription rights or the underlying securities to the account of another. Beneficial Bank, Beneficial Savings Bank MHC, Beneficial Mutual Bancorp, Inc. and Beneficial Bancorp, Inc. will pursue any and all legal and equitable remedies in the event they become aware of the transfer of subscription rights and will not honor orders known by them to involve such transfer. Under penalty of perjury, I certify that I am purchasing shares solely for my account and that there is no agreement or understanding regarding the sale or transfer of such shares, or my right to subscribe for shares.

By signing below, I also acknowledge that I have read the Certification Form on the reverse side of this form.

Signature  è                                                              Date

Signature  è                                                              Date

Item (6) Purchaser Information continued:

Bank Use

Account Number(s)

Account Title (Name(s) on Account)

Item (10) Associates/Acting In Concert continued:

If you checked the box in item #10 on the reverse side of this form, list below all other orders submitted by you or your associates
and list the number of shares of Beneficial Mutual Bancorp, Inc. currently owned by you or your associates (as defined below) or
by persons acting in concert with you (also defined below).

Name(s) listed on other stock order forms

Associate – The term “associate” of a particular person means:

(1) a corporation or organization (other than Beneficial Savings Bank MHC, Beneficial Mutual Bancorp, Inc. or Beneficial Bank or a majority-owned subsidiary of Beneficial Savings Bank MHC, Beneficial Mutual Bancorp, Inc. or Beneficial Bank) of which a person is a senior officer or partner or is, directly or indirectly, the beneficial owner of 10% or more of any class of equity securities of such corporation or organization;

(2) a trust or other estate in which a person has a substantial beneficial interest or as to which a person serves as a trustee or a fiduciary (other than a tax-qualified employee stock benefit plan of Beneficial Savings Bank MHC, Beneficial Mutual Bancorp, Inc. or Beneficial Bank); and

(3) any person who is related by blood or marriage to such person and who lives in the same home as such person or who is a director or officer of Beneficial Savings Bank MHC, Beneficial Bancorp, Inc. or Beneficial Bank or any of their parents or subsidiaries.

Acting in concert – The term “acting in concert” means:

(1) knowing participation in a joint activity or interdependent conscious parallel action towards a common goal whether or not pursuant to an express agreement or understanding; or

(2) a combination or pooling of voting or other interests in the securities of an issuer for a common purpose pursuant to any contract, understanding, relationship, agreement or other arrangement, whether written or otherwise.

In general, a person who acts in concert with another party will also be deemed to be acting in concert with any person who is also acting in concert with that other party.

We may presume that certain persons are acting in concert based upon various facts, among other things, joint account relationships and that such persons may have filed joint Schedules 13D or 13G with the Securities and Exchange Commission with respect to other companies.

CERTIFICATION FORM

I ACKNOWLEDGE THAT THIS SECURITY IS NOT A DEPOSIT OR SAVINGS ACCOUNT AND IS NOT FEDERALLY INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, AND IS NOT INSURED OR GUARANTEED BY BENEFICIAL SAVINGS BANK MHC, BENEFICIAL MUTUAL BANCORP, INC., BENEFICIAL BANCORP, INC., BENEFICIAL BANK, THE FEDERAL GOVERNMENT OR BY ANY GOVERNMENT AGENCY. THE ENTIRE AMOUNT OF AN INVESTOR’S PRINCIPAL IS SUBJECT TO LOSS.

I further certify that, before purchasing the common stock of Beneficial Bancorp, Inc. (the “Company”), I received a prospectus of the Company dated _____, 2014 relating to such offer of common stock. The prospectus that I received contains disclosure concerning the nature of the common stock being offered by the Company and describes in the “Risk Factors” section, the risks involved in the investment in this common stock, including but not limited to the following:

Risks Related to Our Business

1.      Continued low loan demand may negatively impact our earnings and results of operations.

2.      Our business is subject to interest rate risk and variations in interest rates may negatively affect our financial performance.

3.      Our emphasis on commercial loans may expose us to increased lending risks.

4.      Strong competition within our market area could hurt our profits and slow growth.

5.      Our emphasis on residential mortgage loans and home equity loans exposes us to lending risks, and the geographic concentration of our loan portfolio and lending activities makes us vulnerable to a downturn in the local economy.

6.      A return to recessionary conditions could result in increases in our level of non-performing loans and/or reduce demand for our products and services, which would lead to lower revenue, higher loan losses and lower earnings.

7.      If our allowance for loan losses is not sufficient to cover actual loan losses, our results of operations will be negatively impacted.

8.      A significant percentage of our assets is invested in securities which typically have a lower yield than our loan portfolio.

9.      We are subject to certain risks in connection with our strategy of growing through mergers and acquisitions.

10.    We hold goodwill, an intangible asset that could be classified as impaired in the future. If goodwill is considered to be either partially or fully impaired in the future, our earnings and the book value of goodwill would decrease.

11.    The preparation of our tax returns requires the use of estimates and interpretations of complex tax laws and regulations and is subject to review by taxing authorities.

12.    We operate in a highly regulated environment and we may be adversely affected by changes in laws and regulations.

13.    Legislative financial reforms and future regulatory reforms required by such legislation could have a significant impact on our business, financial condition and results of operations.

14.    We will become subject to more stringent capital requirements, which may adversely impact our return on equity, or constrain us from paying dividends or repurchasing shares.

15.    Our framework for managing risks may not be effective in mitigating risk and loss.

16.    Loss of, or failure to adequately safeguard, confidential or proprietary information may adversely affect our operations, net income or reputation.

17.    The failure of other companies to adequately provide key components of our business infrastructure could adversely affect our operations and revenues.

Risks Related to the Offering

18.    We have broad discretion in allocating the proceeds of the offering. Our failure to effectively utilize such proceeds would reduce our profitability.

19.    Our share price may fluctuate, which may make it difficult for you to sell your common stock when you want or at prices you find attractive.

20.    Our return on equity will be low following the stock offering. This could negatively affect the trading price of our shares of common stock.

21.    Issuance of shares for benefit programs may dilute your ownership interest.

22.    Additional compensation expenses following the offering from equity benefit plans will adversely affect our profitability.

23.    The contribution to the charitable foundation will adversely impact net income.

24.    The articles of incorporation and bylaws of Beneficial Bancorp and certain laws and regulations may prevent or make more difficult certain transactions, including a sale or merger of Beneficial Bancorp.

(By Signing the Front of this Form the Investor is Not Waiving Any Rights Under the Federal Securities Laws,

Including the Securities Act of 1933 and the Securities Exchange Act of 1934)

Individual

Include the first name, middle initial and last name of the shareholder. Avoid the use of two initials. Please omit words that do not affect ownership rights, such as “Mrs.”, “Mr.”, “Dr.”, “special account”, “single person”, etc.

Joint Tenants

Joint tenants with right of survivorship may be specified to identify two or more owners. When stock is held by joint tenants with right of survivorship, ownership is intended to pass automatically to the surviving joint tenant(s) upon the death of any joint tenant. All parties must agree to the transfer or sale of shares held by joint tenants.

Tenants in Common

Tenants in common may also be specified to identify two or more owners. When stock is held by tenants in common, upon the death of one co-tenant, ownership of the stock will be held by the surviving co-tenant(s) and by the heirs of the deceased co-tenant. All parties must agree to the transfer or sale of shares held by tenants in common.

Uniform Transfers to Minors Act (“UTMA”)

Stock may be held in the name of a custodian for a minor under the Uniform Transfers to Minors Act of each state. There may be only one custodian and one minor designated on a stock certificate. The standard abbreviation for Custodian is “CUST”, while the Uniform Transfers to Minors Act is “UTMA”. Standard U.S. Postal Service state abbreviations should be used to describe the appropriate state. For example, stock held by John Doe as custodian for Susan Doe under the PA Uniform Transfers to Minors Act will be abbreviated John Doe, CUST Susan Doe UTMA PA (use minor’s social security number).

Fiduciaries

Information provided with respect to stock to be held in a fiduciary capacity must contain the following:

•    The name(s) of the fiduciary. If an individual, list the first name, middle initial and last name. If a corporation, list the full corporate title (name). If an individual and a corporation, list the corporation’s title before the individual.

•    The fiduciary capacity, such as administrator, executor, personal representative, conservator, trustee, committee, etc.

•    A description of the document governing the fiduciary relationship, such as a trust agreement or court order. Documentation establishing a fiduciary relationship may be required to register your stock in a fiduciary capacity.

•    The date of the document governing the relationship, except that the date of a trust created by a will need not be included in the description.

•    The name of the maker, donor or testator and the name of the beneficiary.

An example of fiduciary ownership of stock in the case of a trust is: John Doe, Trustee Under Agreement Dated 10-1-93 for Susan Doe.

Items 1 and 2 – Number of Shares and Total Payment Due

Fill in the number of shares that you wish to purchase and the total payment due. The amount due is determined by multiplying the number of shares by the subscription price of $10.00 per share. The minimum purchase is 25 shares ($250) of common stock. As more fully described in the plan of conversion and reorganization outlined in the prospectus, the maximum purchase in all categories of the offering is 150,000 shares ($1.5 million) of common stock. No person, together with associates and persons acting in concert with such person, may purchase in the aggregate more than 250,000 shares ($2.5 million) of common stock.

Item 3 – Employee/Officer/Trustee Information

Check this box to indicate whether you are an employee, officer or trustee of Beneficial Bank or a member of such person’s immediate family living in the same household.

Item 4 – Method of Payment by Check

If you pay for your stock by check, bank draft or money order, indicate the total amount in this box. Payment for shares may be made by check, bank draft or money order payable to Beneficial Bancorp, Inc. Your funds will earn interest at the Bank’s passbook savings rate until the stock offering is completed.

Item 5 – Method of Payment by Withdrawal

If you pay for your stock by a withdrawal from a deposit account at Beneficial Bank, indicate the account number(s) and the amount of your withdrawal authorization for each account. The total amount withdrawn should equal the amount of your stock purchase. There will be no penalty assessed for early withdrawals from certificate accounts used for stock purchases. This form of payment may not be used if your account is an Individual Retirement Account.

Item 6 – Purchaser Information

Subscription Offering

a.      Check this box if you had a deposit account(s) at Beneficial Bank totaling $50.00 or more on June 30, 2013 (“Eligible Account Holder”).

b.      Check this box if you had a deposit account(s) at Beneficial Bank totaling $50.00 or more on September 30, 2014 but are not an Eligible Account Holder (“Supplemental Eligible Account Holder”).

c.      Check this box if you had a deposit account(s) at Beneficial Bank on                  , 2014 but are not an Eligible Account Holder or Supplemental Account Holder (“Other Depositor”).

Please list all account numbers and all names on accounts you had on these dates in order to insure proper identification of your purchase rights.

Note: Failure to list all your eligible accounts, or providing incorrect information, may result in the loss of part or all of your subscription rights.

Community Offering

d. Check this box if you are a community member (Indicate county of residence in item 9).

e. Check this box if you were a stockholder of Beneficial Mutual Bancorp, Inc. on                  , 2014.

Items 7 and 8 - Form of Stock Ownership, SS# or Tax ID#, Stock Registration and Address

Check the box that applies to your requested form of stock ownership and indicate your social security or tax ID number(s) in item 7. Complete the requested stock registration and mailing address in item 8. The stock transfer industry has developed a uniform system of shareholder registrations that will be used in the issuance of your common stock. If you have any questions regarding the registration of your stock, please consult your legal advisor. Stock ownership must be registered in one of the ways described above under “Stock Ownership Guide.” Adding the names of other persons who are not owners of your qualifying account(s) may result in the loss of your subscription rights.

Item 9 – Telephone Number(s) and County

Indicate your daytime and evening telephone number(s) and county. We may need to call you if we have any questions regarding your order or we cannot execute your order as given.

Item 10 – Associates/Acting in Concert

Check this box and complete the reverse side of the stock order form if you or any associates or persons acting in concert with you (as defined on the reverse side of the stock order form) have submitted other orders for shares or are current owners of existing shares of Beneficial Mutual Bancorp, Inc.

Item 11 – Acknowledgement

Please review the prospectus carefully before making an investment decision. Sign and date the stock order form where indicated. Before you sign, review the stock order form, including the acknowledgement and certification. Normally, one signature is required. An additional signature is required only when payment is to be made by withdrawal from a deposit account that requires multiple signatures to withdraw funds.

Your properly completed signed stock order form and payment in full (or withdrawal authorization) at the subscription price must be physically received (not postmarked) by Beneficial Bancorp, Inc. no later than 4:00 p.m., Eastern Time, on     day,                  , 2014 or it will become void.

Delivery Instructions: You may deliver your stock order form by mail using the enclosed stock order return envelope, by hand delivery, or by overnight delivery service to our Stock Information Center. Hand delivered stock order forms will only be accepted at this location. We will not accept stock order forms at our banking offices.

If you have any additional questions, or if you would like assistance in completing your stock order form, please call our Stock Information Center, Monday through Friday, between the hours of 10:00 a.m. and 4:00 p.m., Eastern Time.

Beneficial Bancorp, Inc. Stock Information Center: [stock center address]

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